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中远海特: 中远海运特种运输股份有限公司董事会提名委员会工作规程
Zheng Quan Zhi Xing· 2025-08-29 17:34
中远海运特种运输股份有限公司 董事会提名委员会工作规程 第一条 为规范中远海运特种运输股份有限公司(以下简称"公司")董事及 高级管理人员的选聘工作,优化董事会及高级管理人员成员的组成,完善公司治 理 结 构, 根据 《中 华 人民 共和 国公司 法》 、《 上市 公司治 理准 则》 、 《 公 司 章 程》及其他有关规定,公司特设立董事会提名委员会,并制定本工作规程。 第二条 提名委员会是董事会下设立的专门机构,对董事会负责。 第三条 提名委员会成员须保证足够的时间和精力履行委员会的工作职责, 勤勉尽责。 第二章 人员组成 第 四条 提 名委员会由 三至 五名董事 组成,其中独立 董事应占 二分之 一以 上。提名委员由董事长、二分之一以上独立董事或三分之一以上董事提名,并由 董事会选举产生。 第五条 提名委员会设主任一名,由独立董事担任,负责主持委员会工作。 主任由委员过半数选举产生。 第一章 总 则 第 六条 提 名委员会成 员由 同届董事 会董事组成 ,并由董事 会会议 选 举产 生 , 可连 选连 任, 任 期与 同届 董事会 任期 一致 。期 间如有 委员 不再 担 任 董 事 职 务,将自动失去委 ...
德尔未来拟修订《公司章程》,多项条款调整引关注
Xin Lang Cai Jing· 2025-08-29 17:33
Core Viewpoint - The company, Del Future Technology Holdings Group Co., Ltd., announced plans to amend its Articles of Association, which require approval from the shareholders' meeting [1] Group 1: Key Amendments to Articles of Association - The definition of the legal representative and senior management has been clarified, stating that if the chairman resigns, they are considered to have also resigned as the legal representative, and a new representative must be appointed within 30 days [2] - The decision-making authority for certain share repurchase scenarios has shifted from the "shareholders' meeting" to the "shareholders' assembly," with specific operational and time constraints outlined for share repurchases [2] - Financial assistance provisions have been detailed, allowing the company or its subsidiaries to provide financial assistance for acquiring shares under certain conditions, with a cumulative limit of 10% of the issued share capital [2] Group 2: Shareholder and Board Authority - The term "shareholders' meeting" has been standardized, and the board of directors is now authorized to make decisions regarding the issuance of corporate bonds, with specific limitations on the delegation of powers [3] - The audit committee can now propose temporary motions to the shareholders' meeting if they hold at least 1% of the company's shares, an increase from the previous threshold of 3% [3] - New provisions for independent directors have been added, outlining their responsibilities and conditions for office, emphasizing their role in decision-making and protecting minority shareholders' interests [3] Group 3: Profit Distribution and Internal Audit - The profit distribution policy has been refined, specifying conditions for cash dividends, stock dividends, and circumstances under which no profit distribution will occur, along with stricter decision-making and disclosure requirements [4] - New internal audit provisions have been introduced, clarifying the leadership structure and responsibilities of the internal audit function, which will report to the board and be supervised by the audit committee [4] - Additional regulations regarding company mergers and capital reduction have been established, including decision-making processes for payments not exceeding 10% of the company's net assets [4]
深圳市银宝山新科技股份有限公司修订《公司章程》,多项条款调整引关注
Xin Lang Cai Jing· 2025-08-29 17:33
Core Viewpoint - Shenzhen Yinbao Mountain New Technology Co., Ltd. has made significant amendments to its Articles of Association to enhance corporate governance and comply with regulatory requirements [1]. Group 1: Rights Protection and Company Information Adjustments - The revised Articles explicitly state that the company will protect the legitimate rights of shareholders, creditors, and employees [2]. - The legal basis for the company has been updated from "other relevant laws and regulations" to "other relevant laws and administrative regulations" [2]. - The company’s postal code has been added as "518108" [2]. - Detailed procedures for the resignation and appointment of the legal representative have been included, along with new clauses regarding legal consequences and recourse [2]. Group 2: Business Scope and Share-Related Provisions - The business scope has been refined to clearly define licensed and general business projects [3]. - The nominal value of shares at the time of establishment is set at 1 yuan per share [3]. - Adjustments have been made regarding financial assistance for acquiring shares, with specific exclusions for employee stock ownership plans [3]. Group 3: Shareholder and Board of Directors Provisions - The authority of the shareholder meeting to issue corporate bonds and stocks has been expanded [4]. - The proposal for convening an extraordinary shareholder meeting has been changed from "supervisory board proposal" to "audit committee proposal" [4]. - The board of directors will now include a worker representative, increasing the total number of directors to nine, with three independent directors [4]. - The "Rules of Procedure for Board Meetings" will be attached to the Articles and drafted by the board, subject to shareholder approval [4]. Group 4: Profit Distribution and Internal Audit System Improvements - The decision-making process for profit distribution has been revised, transferring the review from the supervisory board to the audit committee, with clarified conditions and ratios for cash dividends [5]. - The internal audit system has been comprehensively defined, detailing leadership structure, responsibilities, and the roles of the internal audit department [5]. - The amendments to the Articles of Association are seen as a crucial step for the company to enhance its governance structure and adapt to market changes and regulatory demands [5].
中国神华披露公司章程,明确公司治理与运营规范
Xin Lang Cai Jing· 2025-08-29 17:33
Core Viewpoint - China Shenhua Energy Co., Ltd. has released its latest company charter, which was approved by the first extraordinary general meeting of shareholders in 2025, marking the most recent revision since its initial approval in 2005 [1] Company Overview and Operations - China Shenhua was established on November 8, 2004, with a registered capital of RMB 19,868,519,955. The company aims to implement new development concepts, focusing on energy as its leading industry, and strives to build a comprehensive energy company with world-class value creation and sustainable development capabilities [2] Share Issuance and Structure - The company has issued a total of 19,868,519,955 ordinary shares, with A-share shareholders holding 16,491,037,955 shares (approximately 83% of total capital) and H-share shareholders holding 3,377,482,000 shares (approximately 17% of total capital). The founding shareholder, China Energy Investment Corporation, holds 13,812,709,196 A-shares, accounting for about 69.52% of total capital [3] Shareholder Rights and Meetings - Shareholders enjoy rights and obligations based on their share categories. The general meeting of shareholders is the company's authority, consisting of annual and extraordinary meetings. Annual meetings are held once a year, while extraordinary meetings are convened within two months under specific circumstances. Resolutions require a simple majority for ordinary resolutions and a two-thirds majority for special resolutions [4] Corporate Governance Structure - The company has established a party committee to provide leadership, with a board of directors consisting of nine members responsible for convening shareholder meetings and making key operational decisions. The board has several specialized committees, including the audit and risk committee, nomination committee, and compensation and assessment committee [5] Financial and Profit Distribution - The company adheres to legal regulations in its financial accounting system and discloses financial reports timely. After tax profits are allocated in a specific order, prioritizing cash dividends, which must be at least 35% of the net profit attributable to shareholders. The recent charter publication supports the company's standardized operations and sustainable development, providing important reference for investors regarding governance and operations [6]
丰元股份第六届董事会第十七次会议:审议多项重要议案
Xin Lang Cai Jing· 2025-08-29 17:32
Core Viewpoint - Fengyuan Co., Ltd. held its 17th meeting of the 6th Board of Directors on August 29, 2025, where several important resolutions were passed, including the approval of the 2025 semi-annual report and the termination of an investment project [1][2][3] Group 1: Financial Reporting - The board approved the 2025 semi-annual report and its summary, confirming that the information is true, accurate, and complete, with no false records or significant omissions. The voting results were 9 in favor, 0 against, and 0 abstentions [1] - The detailed report can be found on the company's official disclosure platforms [1] Group 2: Investment Decisions - The board agreed to terminate the investment project for a 50,000-ton lithium battery high-energy cathode material integrated project in the Chongposhao New Materials Industrial Park, in collaboration with the government of Gejiu City. The voting results were also 9 in favor, 0 against, and 0 abstentions, but this resolution requires further approval from the shareholders' meeting [2] - The management is authorized to handle all matters related to this termination [2] Group 3: Shareholder Meeting - The board approved the proposal to convene the 2025 third extraordinary shareholders' meeting, with the same voting results of 9 in favor, 0 against, and 0 abstentions [3] - The decisions made in this meeting are expected to have significant implications for the future development of Fengyuan Co., Ltd. [3]
祥生医疗: 无锡祥生医疗科技股份有限公司章程
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Points - The company is Wuxi Chison Medical Technologies Co., Ltd., established in accordance with the Company Law of the People's Republic of China and other relevant regulations [5][6] - The company was registered with the China Securities Regulatory Commission (CSRC) on October 28, 2019, and publicly issued 20 million ordinary shares, listing on the Shanghai Stock Exchange's Sci-Tech Innovation Board on December 3, 2019 [5][6] - The registered capital of the company is RMB 112,124,537.00 [5] - The company's business scope includes research, development, manufacturing, sales, and maintenance of medical devices, software development, and import-export of various goods and technologies [5][6] Company Structure - The company operates as a permanent joint-stock company with a governance structure that includes a chairman who also serves as the legal representative [5][6] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [6] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [6] Share Issuance and Management - The company issues shares in a manner that ensures equal rights for all shares of the same category, with a nominal value of RMB 1 per share [7][9] - The total number of shares issued by the company is 112,124,537, all of which are ordinary shares [9] - The company may not provide financial assistance for others to acquire its shares, except for employee stock ownership plans [9][10] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in shareholder meetings, where they can exercise voting rights [17][19] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [22][43] - The company must disclose information regarding significant transactions and ensure that shareholder meetings are conducted in compliance with legal requirements [19][30]
莲花控股: 莲花控股股份有限公司董事会战略委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Points - The article outlines the establishment and operational rules of the Strategic Committee of Lianhua Holdings Co., Ltd, aimed at enhancing the company's strategic development and decision-making processes [1][2][3] Group 1: General Provisions - The Strategic Committee is established to adapt to the strategic development needs of the company and to enhance its core competitiveness [1] - The committee is responsible for researching long-term development strategies and major investment decisions, providing recommendations to the board of directors [1][2] Group 2: Composition - The committee consists of at least three directors, including the chairman and at least one independent director [2] - The chairman of the board serves as the committee's director, responsible for leading its activities [2] Group 3: Responsibilities and Authority - The committee's main responsibilities include researching annual business plans, medium and long-term development strategies, and major investment proposals [3] - It also conducts research on ESG-related matters and other significant issues affecting the company's development [3] Group 4: Work Procedures - A working group is established to handle the daily operations and preparations for the committee's decisions [4][10] - The committee meets to discuss proposals submitted by the working group and presents the results to the board [11] Group 5: Meeting Rules - Meetings are convened by the chairman, with specific notification requirements and attendance rules [12][13] - Decisions require a quorum of two-thirds of the committee members, and voting can be conducted through various methods [16][18] Group 6: Miscellaneous Provisions - The rules are effective upon approval by the board and are subject to revision as necessary [26][27]
莲花控股: 莲花控股股份有限公司董事会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
General Principles - The rules are established to standardize the board's decision-making process and enhance operational efficiency [2][3] - The board must ensure compliance with laws, regulations, and the company's articles of association while treating all shareholders fairly [2] Board Composition and Authority - The board consists of 11 directors, with at least one-third being independent directors [3] - The board includes a chairman and a vice-chairman, elected by a majority of the board [3] - A worker representative is included on the board, elected by employees without shareholder approval [3] Committees and Responsibilities - The board establishes an audit committee and may set up other specialized committees as needed [3] - The board has the authority to convene shareholder meetings, report on work, and make decisions on financial budgets, profit distribution, and major corporate actions [3][4][5] Decision-Making Procedures - The board must submit matters exceeding its authority to the shareholders for approval [4] - The board is responsible for ensuring that external investments and asset transactions follow strict review and decision-making processes [6] Investment and Transaction Limits - The board's approval is required for transactions involving assets exceeding 10% of the company's total assets, with higher thresholds for significant transactions [6][7] - Related party transactions above specified monetary thresholds must be submitted to the shareholders for approval [7] External Guarantees - The company is prohibited from providing guarantees for controlling shareholders or related parties, with strict limits on the total amount of guarantees [8] Chairman and Vice-Chairman Roles - The chairman is responsible for convening and presiding over meetings, ensuring the execution of board resolutions, and signing important documents [9] Audit Committee Functions - The audit committee, composed mainly of independent directors, oversees financial reporting and internal controls [10][11] Strategic and Nomination Committees - The strategic committee advises on annual plans and major investments, while the nomination committee proposes candidates for directors and senior management [11][12] Meeting Procedures - The board must hold at least two meetings annually, with provisions for special meetings upon request from shareholders or directors [12][13] - Meeting proposals must be submitted in advance, and notifications must include essential details [26][27] Voting and Decision-Making - Decisions require a majority vote from attending directors, with specific rules for related party transactions [37][39] - Directors must recuse themselves from voting on matters where they have a conflict of interest [40] Record Keeping and Disclosure - Meeting records must be maintained for at least ten years, including attendance, proposals, and voting results [22][23] - The board secretary is responsible for ensuring compliance with disclosure obligations [48][49] Implementation of Resolutions - The chairman and board secretary are tasked with overseeing the implementation of board resolutions and reporting on their status in future meetings [50]
莲花控股: 莲花控股股份有限公司董事会审计委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
General Provisions - The purpose of establishing the Audit Committee is to enhance the decision-making function of the board of directors and ensure effective supervision of financial and operational activities [1] - The Audit Committee is a specialized working body set up by the board of directors, responsible for communication, supervision, and verification of internal and external audits [1][2] Composition of the Committee - The Audit Committee consists of more than three directors, with a majority being independent directors, and the chairperson must be an independent director with accounting expertise [3][4] - The term of the Audit Committee members aligns with that of other directors, and members can be re-elected [2][3] Responsibilities and Authority - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [9] - Key responsibilities include supervising external audit work, reviewing financial reports, assessing internal control effectiveness, and coordinating communication between management and external auditors [9][10][11] Work Procedures - The Audit Committee must hold at least one meeting each quarter, with meetings called by the chairperson or upon request by committee members [8][29] - Meeting notifications must be sent three days in advance, and decisions require a majority vote from committee members [8][29] Information Disclosure - The company must disclose the composition and professional background of the Audit Committee members, as well as any significant issues identified during their duties [36][37] - If the board does not adopt the Audit Committee's proposals, the company must disclose the reasons for this decision [38] Additional Regulations - The rules and procedures established by the Audit Committee must comply with relevant laws, regulations, and the company's articles of association [12][16] - The Audit Committee is responsible for formulating and revising its own rules and procedures, which are integral to the overall governance framework of the company [12][16]
莲花控股: 莲花控股股份有限公司董事会薪酬与考核委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Points - The company establishes a Compensation and Assessment Committee to enhance the management of director and senior management compensation and assessment [1] - The committee is responsible for formulating assessment standards and reviewing compensation policies for directors and senior management [2][3] Group 1: Committee Structure - The Compensation and Assessment Committee consists of more than three directors, with a majority being independent directors [2] - The committee elects a chairperson from among the independent directors to lead its activities [2] - The term of committee members aligns with that of the directors, and they can be re-elected [2] Group 2: Responsibilities - The committee is tasked with developing assessment standards for directors and senior management and reviewing their compensation policies [3] - It must propose recommendations to the board regarding the compensation of directors and senior management, as well as any changes to incentive plans [3][4] Group 3: Meeting Procedures - Meetings of the committee require at least two-thirds of members to be present for decisions to be made [5] - The committee can hold meetings via various communication methods, including phone and video conferencing [5][6] - Meeting records must be kept, and all attendees are bound by confidentiality regarding the discussed matters [7]